[8-K] BGC Group, Inc. Reports Material Event

Rhea-AI Filing Summary

BGC Group, Inc. disclosed a set of related-party stock transfers and a company share repurchase. Trusts controlled by Brandon G. Lutnick purchased all voting shares of CF Group Management, Inc. for $200,000, using cash on hand. Cantor Fitzgerald, L.P. acquired 8,973,721 shares of the Company’s Class B common stock from Howard W. Lutnick at $9.2082 per share less $0.032 per share for after-tax dividends, funded with CFLP cash on hand. Additional trusts controlled by Brandon Lutnick bought equity interests tied to company shares for $13,096,795.70. Separately, the company repurchased 337,765 shares of Class A common stock originating from retirement accounts under its existing repurchase authorization, with the Audit Committee’s express approval.

Positive

• Clear pricing disclosed for major transfers: $200,000, $9.2082 per share, and $13,096,795.70
• Audit Committee approval documented for the repurchase of 337,765 Class A shares under existing authorization
• Transactions funded with cash on hand, indicating no new debt or external financing for these transfers

Negative

• Significant insider consolidation—transfer of 8,973,721 Class B shares could affect public float and voting dynamics
• Related-party nature of multiple transactions increases need for disclosure and potential investor scrutiny

Insights

Corporate Governance Analyst

Related-party transfers consolidate voting control and include a company-funded repurchase.

The transactions show a transfer of voting and economic interests within the Lutnick family and affiliated entities: trusts controlled by Brandon G. Lutnick acquired CF Group Management voting shares and acquired equity interests tied to company stock for specified cash amounts, while CFLP purchased 8,973,721 Class B shares from Howard W. Lutnick at $9.2082 per share less an after-tax dividend adjustment.

These moves consolidate ownership and adjust insider holdings without adding new outside capital; governance oversight is indicated by the Audit Committee’s approval of the company share repurchase of 337,765 Class A shares. Monitor any subsequent amendments to ownership disclosures and whether these transfers change voting patterns at the next annual meeting in the near term.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2025

BGC Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		001-35591		86-3748217
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

499 Park Avenue, New York, NY 10022

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 610-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 par value		BGC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.01 Changes in Control of Registrant.

Completion of Howard W. Lutnick Divestiture

Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and BGC Group, Inc.’s (the “Company”) former Chief Executive Officer and former Chairman of the Company’s Board of Directors (the “Board”), has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce. Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Company and filed today an amendment to his prior reports on Schedule 13D of his beneficial ownership of the equity securities of the Company to reflect his zero ownership.

The following transactions, which were previously announced in a press release on May 19, 2025 and disclosed in the Company’s Current Report on Form 8-K filed on May 19, 2025, closed on October 6, 2025:

● The purchase by trusts controlled by Mr. Brandon G. Lutnick (“Purchaser Trusts”) from Mr. Howard W. Lutnick, in his capacity as trustee of a trust, of all of the voting shares of CF Group Management, Inc., a New York corporation (“CFGM”), which is the managing general partner of Cantor Fitzgerald, L.P., a Delaware limited partnership (“CFLP”), for an aggregate purchase price of $200,000, using cash on hand at the Purchaser Trusts.

● The purchase by CFLP of 8,973,721 shares of Class B common stock, par value $0.01 per share, of the Company (“Class B Common Stock”) held directly by Mr. Howard W. Lutnick for a price per share of $9.2082, less $0.032 per share for the after-tax portion of paid and payable dividends to him, using cash on hand at CFLP, which represents all of the shares of Class B Common Stock of the Company that had been held by him.

● The purchase by certain other trusts controlled by Mr. Brandon G. Lutnick from Mr. Howard W. Lutnick, in his capacity as trustee of certain trusts, of certain interests, including all outstanding equity interests in Tangible Benefits, LLC, a Delaware limited liability company, and KBCR Management Partners, LLC, a Delaware limited liability company, that each hold shares of the Company, for an aggregate purchase price of $13,096,795.70, using cash on hand at the purchasing trusts.

● The repurchase by the Company of 337,765 shares of Class A common stock, par value $0.01 per share, of the Company beneficially owned by Mr. Howard W. Lutnick and originating from retirement accounts, including certain shares held by his spouse, for the consideration described in the May 19, 2025 Form 8-K. The repurchase was made pursuant to the Company’s existing stock repurchase authorization, most recently reapproved by the Board and by the Audit Committee of the Board (the “Audit Committee”) in October 2024, and the repurchase of these shares pursuant to such existing authorization was expressly approved by the Audit Committee in connection therewith. 

Following the closing of the transactions above, Mr. Brandon G. Lutnick may be deemed to have beneficial ownership, as calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, of 23.4% of our outstanding common stock, representing 75.1% of the total voting power of the outstanding common stock of the Company, and Mr. Howard W. Lutnick no longer has beneficial ownership over any such securities.

Voting and Transfer Agreement

On May 16, 2025, Mr. Brandon G. Lutnick, Mr. Kyle S. Lutnick, Ms. Casey J. Lutnick, and Mr. Ryan G. Lutnick, each in their capacity as trustees of the Purchaser Trusts and other trusts, KBCR Management Partners, LLC, Tangible Benefits, LLC and LFA, LLC, a Delaware limited liability company, entered into a voting and transfer agreement relating to certain securities, including the common stock of the Company, held by the trusts and entities, with the voting and transfer provisions of such agreement effective as of October 6, 2025. Such agreement, which is filed as Exhibit 68 to Amendment No. 20A to the Schedule 13D filed by CFGM, CFLP and Mr. Brandon G. Lutnick on October 6, 2025, is incorporated by reference in this Current Report on Form 8-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	BGC Group, Inc.
Date: October 6, 2025	By:	/s/ Jason W. Hauf
	Name:	Jason W. Hauf
	Title:	Chief Financial Officer

[Signature Page to Form 8-K regarding closing of Lutnick divestment arrangements dated October 6, 2025]

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FAQ

What did BGC (BGC) disclose about the CF Group Management sale?

Trusts controlled by Brandon G. Lutnick purchased all voting shares of CF Group Management, Inc. for $200,000, paid with cash on hand.

How many Class B shares did CFLP buy and at what price?

CFLP bought 8,973,721 shares of Class B common stock at $9.2082 per share, less $0.032 per share for after-tax dividends.

What other equity interests changed hands and for how much?

Other trusts controlled by Brandon G. Lutnick purchased equity interests tied to company shares, including interests in two LLCs, for $13,096,795.70.

Did the company repurchase any shares?

Yes; the company repurchased 337,765 Class A common shares originating from retirement accounts under its existing buyback authorization, with Audit Committee approval.

Were these transactions financed by new borrowing?

No; the disclosed purchases were made using cash on hand at the purchasing trusts and CFLP—no new external financing was disclosed.